ETHICS AGREEMENT

• Document Type: FOIA
• Collection: FOIA Collection
• Document Number (FOIA) /ESDN (CREST): 06913352
• Release Decision: RIFPUB
• Original Classification: U
• Document Page Count: 3
• Document Creation Date: July 13, 2023
• Document Release Date: February 8, 2022
• Case Number: F-2017-01215
• Publication Date: March 23, 2017

Approved for Release: 2022/02/07 C06913352
March 23, 2017
Carrie E. Truehart
Alternate Designated Agency Ethics Official
Office of General Counsel
Central Intelligence Agency
Washington, D.C. 20505
Re: Ethics Agreement
Dear Ms. Truehart:
The purpose of this letter is to describe the steps that I will take to avoid any actual or
apparent conflict of interest in the event that I am confirmed for the position of General Counsel of
the Central Intelligence Agency.
As required by 18 U.S.C. � 208(a), I will not participate personally and substantially in any
particular matter in which I know that I have a financial interest directly and predictably affected by
the matter, or in which I know that a person whose interests are imputed to me has a financial
interest directly and predictably affected by the matter, unless I first obtain a written waiver,
pursuant to 18 U.S.C. � 208(b)(1), or qualify for a regulatory exemption, pursuant to 18 U.S.C.
� 208(b)(2). I understand that the interests of the following persons are imputed to me: my spouse
and minor children; any general partner of a partnership in which I am a limited or general partner;
any organization in which I serve as officer, director, trustee, general partner or employee; and any
person or organization with which I am negotiating or have an arrangement concerning prospective
employment.
Upon confirmation, I will withdraw from Kellogg, Hansen, Todd, Figel & Frederick, PLLC,
formerly known as Kellogg, Huber, Hansen, Todd, Evans & Figel, PLLC ("the firm"). For a period
of one year after my withdrawal, I will not participate personally and substantially in any particular
matter involving specific parties in which I know the firm is a party or represents a party, unless I
am first authorized to participate, pursuant to 5 C.F.R. � 2635.502(d). In addition, I will not
participate personally and substantially in any particular matter involving specific parties in which I
know a former client of mine is a party or represents a party, for a period of one year after I last
provided service to that client, unless I am first authorized to participate, pursuant to 5 C.F.R.
� 2635.502(d).
I currently have a capital account with the firm, and I will receive a refund of that account
before I assume the duties of the position of General Counsel. I will also receive the final LLC
distribution for 2016, which is a fixed amount, in a lump-sum payment. Additionally, I will receive
the final 2017 LLC distribution for non-contingency fee earnings, which will equal a pro rata
amount of my 2016 non-contingency fee distribution based on my number of days at the firm in 2017
prior to my withdrawal, less any amounts previously paid to me in advance on my 2017 distribution.
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Both of these payments will be lump-sum payments received before I assume the duties of the position
of General Counsel.
For my 2017 LLC distribution for contingency fee earnings, and subject to the conditions
below, the firm will pay me a standard partner share of any fees received by the firm in the
following four cases: Dial Corporation v. News Corp., Civil Action No. 13-CV-6802-WHP
(SDNY); In re: Steel Antitrust Litigation, Case No. 08-cv-5214 (N.D. Ill.); National Credit Union
Administration Bd. v. UBS Securities, LLC, Case No. 12-cv-2591-JWL-JP0 (D. Kan.) and National
Credit Union Administration Bd. v. Credit Suisse Securities, Case No. 12-cv-2648-JWL-JP0 (D.
Kan.). In each case, I will receive the "standard partner share," meaning that I will receive the same
amount as other partners who have comparable seniority at the firm and who, like me, have not
billed time to the particular matter. Each of these contingency distributions will be paid in a lump
sum if and when monies are received by the firm in 2017, and may occur after I enter Government
service. I will receive a payment in connection with UBS or Credit Suisse only if that case is
resolved before I assume the duties of the position of General Counsel. I will not participate
personally and substantially in any particular matter that to my knowledge has a direct and
predictable effect on the ability or willingness of the firm, any of the clients involved in these cases,
or any of the opposing parties to make any payments related to these cases, unless I first obtain a
written waiver pursuant to 18 U.S.C. � 208(b)(1).
My spouse is currently a partner with the law firm of Vinson & Elkins, LLP. For as long as
my spouse continues to work for Vinson & Elkins, LLP, I will not participate personally and
substantially in any particular matter that to my knowledge has a direct and predictable effect on
the financial interests of Vinson & Elkins, LLP, unless I first obtain a written waiver, pursuant to
18 U.S.C. � 208(b)(1). I also will not participate personally and substantially in any particular
matter involving specific parties in which I know a client of my spouse is a party or represents a
party, unless I am first authorized to participate, pursuant to 5 C.F.R. � 2635.502(d).
I will divest my interests in Capco Partners, Ltd. Under the terms of this investment fund,
I have the right to withdraw on a quarterly basis subject to a requirement that I must submit notice
by a specified deadline within the quarter. I will submit the required notice of divestiture within
14 days of my confirmation. Thereafter, I will withdraw from the fund as soon as contractually
pennitted. Until I have divested my interests in Capco Partners, Ltd., I will not participate
personally and substantially in any particular matter that to my knowledge has a direct and
predictable effect on the financial interests of this entity or its underlying holdings, unless I first
obtain a written waiver, pursuant to 18 U.S.C. � 208(b)(1), or qualify for a regulatory exemption,
pursuant to 18 U.S.C. � 208(b)(2).
I understand that I may be eligible to request a Certificate of Divestiture for qualifying assets
and that a Certificate of Divestiture is effective only if obtained prior to divestiture. Regardless of
whether I receive a Certificate of Divestiture, I will ensure that all divestitures discussed in this
agreement occur within the agreed upon timeframes and that all proceeds are invested in non-
conflicting assets.
Upon confirmation, I will resign from my position as a Member of the Advisory Committee
on Procedures, U.S. Court of Appeals for the D.C. Circuit.
If I have a managed account or otherwise use the services of an investment professional
during my appointment, I will ensure that the account manager or investment professional obtains
my prior approval on a case-by-case basis for the purchase of any assets other than cash, cash
equivalents, investment funds that qualify for the exemption at 5 C.F.R. � 2640.201(a), obligations
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of the United States, or municipal bonds.
I will meet in person with you after confirmation but not later than 15 days after my
appointment as General Counsel of the Central Intelligence Agency in order to complete the initial
ethics briefing required under 5 C.F.R. � 2638.305. Within 90 days of my confirmation, I will
document my compliance with this ethics agreement by notifying you in writing when I have
completed the steps described in this ethics agreement.
I understand that as an appointee I will be required to sign the Ethics Pledge (Exec. Order
No. 13770) and that I will be bound by the requirements and restrictions therein in addition to the
commitments I have made in this ethics agreement.
� I have been advised that this ethics agreement will be posted publicly, consistent with
5 U.S.C. � 552, on the website of the U.S. Office of Government Ethics with ethics agreements of
other Presidential nominees who file public financial disclosure reports.
Sincerely,
Courtney Smmons oo
Approved for Release: 2022/02/07 C06913352